8-K
Marvion Inc. (MVNC)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest eventreported): December 2, 2025 (December 1,2025)
Marvion Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53612 | 26-2723015 |
|---|---|---|
| (State or other jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| Room 1401, 14/F, Phase 1, Austin Tower, | ||
| --- | --- | |
| 22-26 Austin Avenue, | ||
| Kowloon, Hong Kong | 00000 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
+852 2111
4437
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Securities registered pursuant to Section 12(g)of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common | MVNC | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Debt to Equity ConversionAgreement
On December 1, 2025, Marvion Inc., a Nevada corporation (“we,” “us” or the “Company”), and Chan Sze Yu, our sole officer and director, entered into that certain Debt to Equity Conversion Agreement, pursuant to which the Company agreed to issue to Mr. Chan 14,992,504 shares of our common stock, at a per share price of $0.03335, as payment in full of the Company’s debt in the aggregate amount of $500,000 to Mr. Chan. The per share price of our common stock was based upon the fifteen day average closing price of the Company’s common stock immediately preceding the date of the Debt to Equity Conversion Agreement. The Debt to Equity Conversion Agreement was approved by our Board of Directors on December 1, 2025.
The foregoing description of the Debt to Equity Conversion Agreement is qualified in its entirety by reference to the Debt to Equity Conversion Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements andExhibits.
(d) Exhibits
| Number | Exhibit |
|---|---|
| 10.1 | Debt to Equity Conversion Agreement* |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Marvion Inc. | ||
|---|---|---|
| Dated: December 2, 2025 | ||
| By: | /s/ Chan Sze Yu | |
| Chan Sze Yu | ||
| Chief Executive Officer |
| 2 |
| --- |
Exhibit 10.1
Debt-to-Equity Conversion Agreement
This Debt-to-Equity Conversion Agreement (“Agreement”) is made and entered into as of 1^st^ December, 2025, by and between:
Party A (Company): Marvion Inc., a Nevada corporation listed on OTCQB Markets with principal business address at Unit B, 15/F., Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong (the “Company”)
Party B (Director): Chan Sze Yu with Passport No. XXXXXXX (the “Director”)
Article 1 – Debt Background
| 1. | The Director holds an outstanding debt owed by the Company in the amount of US$500,000 (the “Debt”). |
|---|---|
| 2. | The Debt was originally to be repaid upon achievement of certain corporate performance milestones or at a future<br>date. However, both parties agree to convert the Debt into shares of the Company’s common stock. |
Article 2 – Terms of Conversion
| 1. | Both parties agree to convert part of the Debt into common shares of the Company. |
|---|---|
| 2. | The conversion price shall be based on the 15-day average closing price of the Company’s<br>common stock immediately preceding the date of this Agreement. The conversion price is US$0.03335 per share. |
| 3. | Based on the above conversion price, the Company shall issue 14,992,504 shares of common stock to the<br>CEO. |
| 4. | The Company shall complete the issuance and registration of the shares within ten (10) business days<br>after the effective date of this Agreement, and shall deliver stock certificates or the appropriate electronic registration documents<br>to the Director. |
Article 3 – Representations and Warranties
| 1. | Both the Company and the Director represent and warrant that they have the legal authority to execute this Agreement. |
|---|---|
| 2. | The Director represents that the Debt claimed is valid and accurate; the Company confirms that the Board of<br>Directors has approved this debt-to-equity conversion and authorized the issuance of the shares. |
| 3. | The newly issued shares shall be designated as Restricted Shares / Legend Shares and shall comply with<br>applicable U.S. securities laws, including resale restrictions where applicable. |
Article 4 – Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. Any disputes arising from or relating to this Agreement shall be submitted to the competent courts of Nevada.
Article 5 – Miscellaneous
| 1. | This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof,<br>superseding all prior oral or written agreements. |
|---|---|
| 2. | Any amendments or modifications to this Agreement must be made in writing and signed by both parties. |
| 3. | If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect<br>the remaining provisions, which shall remain in full force and effect. |
Article 6 – No Price Protection
| 1. | The Party expressly agree that no anti-dilution, no price adjustment, no reset, and nomake-good mechanism shall apply. |
|---|---|
| 2. | Director accept full market risk. |
Company (Party A):
Signature: /s/ Chan Sze Yu
Name: Chan Sze Yu
Title: Chief Executive Officer
Director (Party B):
Signature: /s/ Chan Sze Yu
Name: Chan Sze Yu